Follow Me
by HeadedCoffee
Summary: When Carl is caught masturbating to Glenn's picture of Maggie by none other than Maggie herself, he expects his life to end. However, Maggie has something else in store for the horny teenage boy. Maggie/Carl smut.


**A/N: Hey, guys! This is my first attempt at a smut fic, and I hope you all enjoy it. Constructive criticism is always appreciated, as long as it's constructive. Please tell me if you like it or not and tell me if I should continue writing stories like these. I only plan on doing Carl fics, so any pairings you want me to do with him (excluding adult males), I'll be happy to do it! Thanks guys!**

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He knew what he was about to do was wrong. He knew it was risky. He knew he would get in a _ton_ of trouble if he was caught. But Carl Grimes was willing to take that risk. Frankly, he couldn't help himself. His hormones were racing throughout his body like crazy at the moment and he needed some release. _Badly_.

It's not like he's never masturbated before, it's that he has never done _this_ before. This was different. He was sure nobody had seen him sneak into Glenn and Maggie's cell, but really, how could you know when it was the dead of the night and the only light you had guiding you were the moonlight shining through the windows and a flashlight that was on the verge of dying?

Carl had a thing for Beth, sure, but her sister Maggie was just damn gorgeous. Carl had to force himself to not stare at her perfect ass during the day. Just the thought of her ass made him hard. And then there was this. A picture Glenn had taken of Maggie they kept in their cell. He had snuck right in there and had taken it while they were both asleep. Carl could've sworn they could hear his heart pounding with anxiety, but somehow he had made it out without being discovered and was now in a secondary cell he set up, fairly secluded from the others, because he didn't want to risk somebody hearing or catching him in the deed he was about to perform. You could never be too careful.

Carl laid the photo on the mattress, took a deep breath, took one last look outside the cell, and was convinced he was in the clear. He then proceeded to lay his hat on the top bunk. He looked at the photo one more time before commencing to unbutton his pants and pull down his zipper. He pulled his pants and boxers down to just below his butt before sitting down on the bed. He picked up the picture with his right hand and grabbed his semi-hard dick with his left. He held the picture up in the moonlight, which was surprisingly bright tonight, but not quite bright enough to illuminate the photo without having a tiny lantern lit in the cell, which Carl ignited.

Carl couldn't believe his luck. So far so good! He sniffed to clear his nose, held up the photo so the moonlight and the light emitting from the lantern were cast against it. Carl's eyes widened when he was able to get a good look at the picture of Maggie. He's seen the photo during the day time, but now, being able to pleasure himself over it, it just made it look all the more astounding. Carl gulped, grabbed his now-hard dick again, and slowly started to pump, up, down, up, down, with his hand touching his patch of brown pubic hair he's developed above his 5 ½ dick. Carl couldn't help but moan a bit as he pictured Maggie being the one pumping his dick, with him shooting his load onto her face or all over her hand, he'd take either. He'd even-

"Enjoying yourself there, Carl?" a female voice softly asked.

Words cannot express the fear Carl felt in that moment. His heart seemed to skip several beats, and he jumped up, banging his head against the bottom of the top bunk. It was over. He was caught. His dad would find out what he did, he'd be in so much trouble, and he wouldn't be able to show his face ever again. But the worst part of it all was that it wasn't just any female that caught him at his most vulnerable. It was the voice of the woman in the picture he was holding. It was _**Maggie Greene**_ that asked him that question.

Carl finally managed to get air back into his empty lungs and finally felt the pain of the impact of his head on the metal of the bed frame. He didn't know what to do at first. He didn't even put away his dick. Shouldn't that be the first thing he did? Carl was panicking. He fucked up. He fucked up _hard_. He should've just used mental images of Maggie to get himself off, taking the picture was too much, he went too far…

"Carl? You okay?" Maggie nonchalantly questioned him, with her standing in the doorway of the cell, her body shrouded in darkness, so she looked like a completely black silhouette, standing there speaking with him. It didn't help soothe Carl's nerves.

"M-M-Maggie…" Carl stuttered. He could feel the sweat on his palms from the anxiety, fear, embarrassment, and shock of Maggie's sudden appearance. "I-I didn't mean to…I…my hormones were racing and I-"

Maggie raised her hand, and he saw the first part of her clearly as the hand was caught in the dimness of the lantern light. "Relax. I understand. I won't tell anybody."

Relief would be an understatement to what Carl felt at that moment. He let out breath he didn't even realize he was holding in, and he stopped shaking. "Oh…okay. I'm so sorry, this is so embarrassing…" He stopped speaking because his voice cracked completely.

Maggie just chuckled at his apology. _**Chuckled**_. What game was she playing at? Was she laughing at his size? His voice cracking? His pathetic excuse of an apology? What was it?

"It's okay, Carl. I think it's cute, that you did this. That you find me attractive enough. I get told that from Glenn every day, and as sweet as he is, it's something else to find out you think of me as attractive." She smiled at him. At least, he thinks she did. It was hard to tell with her face shrouded by the darkness and the moonlight shining into the cell from around her figure.

Carl didn't know what to say. Then, realizing his dick was still hanging out, now long since becoming flaccid; he tucked it away and went to pull up his pants and boxers. But Maggie said something that would have to be the most unexpected thing he's heard in a while.

"Don't."

Carl stopped short, with him in the middle of pulling his pants and boxers up. His pants and boxers were currently one-third up the rest of the way they'd need to be so they'd be covering his privates and butt. Carl looked up at Maggie's now-illuminated face. She had stepped into the cell while he was busy trying to get his pants and boxers up. He had to admit, part of him was curious as to what she was doing.

"What d'you-" Carl started, before Maggie suddenly swooped in and planted a kiss on his lips. Carl's eyes widened in absolute shock. _I'm dreaming_, he thought. _There's no way this is happening_. But it felt so **real**. After a few seconds, Maggie released her lips from Carl's, and he could feel her breath on his face. Carl felt his dick get completely hard again.

"I can't tell you how long I wanted to do that," Maggie explained. "I love Glenn with all my heart, but you've really gotten hot recently. Puberty has done you right."

Carl blushed at her words and was still trying to process what was going on. He was about to open his mouth when she put a finger to his lips.

"Shhh. Don't speak. Just listen," Maggie began, "I know that last part came out cheesy, but to be honest, I don't care. I _want_ you, Carl. Just once, maybe a few times. I need something…_different_. Don't think I haven't noticed you staring at me during the day, especially at my ass. I _know_ you want me. Anybody paying close enough attention can see that. But you're a teenager growing up in this fucked up world. You can't experience adolescence the same way the rest of us did. But maybe that isn't entirely a bad thing. You need someone to help you deal with your raging hormones. I can help you there. At least for tonight." Maggie smiled devilishly and grasped Carl's hard shaft, just hard enough so a drop of pre-cum leaked from his tip.

Carl let out a loud gasp and jumped at the unexpected feel of her soft hand on his dick. This isn't how he pictured things would go tonight. Not. At. All. He expected a quick jerk off session, like he always did. Not…_this_.

Maggie put a hand over Carl's mouth. She couldn't see his eyes that well, but she had no doubt they were engulfed in the dark shadows of lust. "Don't be so loud. We don't want anybody seeing us like this. Nod so I know you understand me." Carl nodded, with his head hurriedly going up and down. "Good. Now, I know you're eager to get started, but first thing's first. We can't do it in the cell block; I know for a fact you won't be able to stifle yourself, no matter how hard you try. Plus, there's not enough room for me on the bunk beds to do what I have in mind." There she was again, smiling devilishly at him, with only part of her face being illuminated by the dim lantern Carl had in the cell.

Maggie continued. "We'll have to go to the guard tower Glenn and I use. There, you can make all the noise you want, as long as you're not screaming. I don't expect us to be up there for very long, though. Boy like you, having not done this before, won't last long. But we can do it more than once." She gave him a quick stroke with her hand, which made Carl moan softly. "And, if I find out I like doing this with you, we might be able to do it again, on another night. Oh, and I think it goes without saying…" She leaned in close to his ear and lowered her voice to a barely audible whisper, which made her words all the more chilling. "If you let a word of this slip from your lips, especially to Glenn, not only will this never happen again, I'll cut your dick off in your sleep."

Carl nearly shat himself. He had never heard Maggie make a threat like that before, let alone to him. This was another side of Maggie he's never seen for the time he's known her. This side kind of scared him. But he wanted her so bad…especially that nice ass of hers.

Maggie seemed to have been reading Carl's mind. "Don't think I don't _want_ to do this with you, Carl. I know you're not a stupid kid. You've had your fuck ups, but it's not entirely _your_ fault. I'm just warning you: **Shit will hit the fan if this gets out**. But, you're probably not even listening to me anymore. You're just staring at my tits. You've probably noticed I'm not wearing a bra."

Carl's eyes shifted from her tits to her eyes. "I-I understand, Maggie. I promise, I won't tell anybody. I promise, I do."

Maggie nodded slightly. "I know you do. Now…" She leaned in closer to him so her face was only an inch away from his. "Enough playing around. If we don't do this now, you're gonna cum for me without us even getting started. That's something we need to work on. But tonight, it's just gonna be pleasure for you. You'll see. Now, get up, buckle your pants, and follow me."

And, just like that, she released her grasp on his dick, got up, and walked out of the cell, not even waiting for him. Carl scrambled to buckle his pants after pulling them up, along with his boxers. He almost tripped over his shoelace while trying to get off of the bed. That wouldn't have been good. He took a deep breath, tied his shoes, and quietly, ever so quietly, followed Maggie.

When he finally caught up to her, she was holding the door to the outside open for him and together they exited the prison, with Maggie carefully closing the door as to make sure it didn't make a sound. She gestured for Carl to continue following her, and the two strolled across the gravel and eventually made their way to the guard tower and up the stairs. Maggie lit a couple candles Glenn had scavenged and set up for them to make it "more romantic" as well as a lantern she lit with a match. She blew it out and turned to Carl.

He was standing there, unsure of what to do. Did she expect him to remove his clothes? Walk up and kiss her? What did she want him to do? He surveyed his surroundings. There was a makeshift bed set up in the middle of the tower, with ample blankets a couple comfy-looking pillows. _They probably spend more nights up here than we know of_, Carl couldn't help but think to himself.

Maggie finally broke the silence. "Don't just stand there gawking at me, come here." Then, without warning, she went up to him, leaned down, and kissed him on the lips, gentle at first, then with more passion. Carl didn't know what to do at first. His dick seemed to know more than he did. He started to kiss back, with him covering her bottom lip with his top lip, and instinct took over. He sucked on her bottom lip as his hands made their way to her ass, gripping it tightly as his bulge reached its peak, to the point where it strained against the fabric of his boxers and jeans, to the point where his dick _needed_ to be released and be free.

Maggie broke the kiss, got down on her knees, and unbuttoned his jeans and lowered his zipper. Carl just stood there, trying to catch his breath after his first make out session ever. He hoped he did well enough for Maggie to want to do it with him again. As he finished that thought, Maggie slowly, _slowly_, pulled down his jeans, with her palms on his hips as she worked on getting them off. She then noticed that Carl had not taken his shoes and socks off yet.

Maggie smiled at the factor and hurriedly untied his shoes and he kicked them off, with his socks following suite. Carl got impatient with the game Maggie was playing however. He pulled down both his jeans and boxers and tossed them to towards the door. He then quickly took off his shirt so he was standing in front of Maggie, completely stark naked, with his member standing proudly at its apex.

_Whoa_, Maggie thought, _the kid is eager, I'll give him that. And brave. I remember Glenn waited until I was completely naked before removing the rest of his clothing. And I haven't removed anything yet!_

Maggie took in the sight before her. Carl had no hair on his chest yet, that much was clear. His nipples were getting hard as well. She saw the bob of his Adam's apple as he swallowed out of nervousness. She noticed a fair patch of underarm hair, as was to be expected. Maggie then looked lower, at his 5 ½ member. _Not a bad size_, Maggie thought. She noticed the rather bushy patch of pubes he had above his dick. It wasn't as bad as Glenn's was when they first had sex, but it still could use some trimming. _I won't ruin his self-esteem. I'll let him know gently, another time, assuming this goes according to plan,_ she concluded.

She then looked at the two regular-sized testicles that hung below his hard member. _Low enough to signify that part of his body is done developing. Except maybe for his dick._ She noticed he had little hair on his legs; his thighs were completely devoid of hair. The hair he did have on his legs were on his shins. _God, puberty hit this kid __**perfectly**__. _Maggie could feel her pussy becoming wet just based on the sight of him.

Finally, she ended the awkward pause. She smiled at him, letting him know she wasn't disappointed in what he had to offer. She then crossed her arms and removed her shirt. She quickly removed her boots and socks as he gingerly stepped towards her.

Carl looked at her for confirmation and she just took one his right hand and placed it on her breast. He took that moment to appreciate the situation he was in. No interruptions. No walkers ruining his fun. Nothing but him and one of the hottest women he's ever seen. He ran his fingers over her nipple, gently squeezing it, emitting a moan from Maggie, who was getting wetter by the second. Carl used her moaning as an opportunity to snake his tongue into her mouth, which he did, somewhat shocking Maggie. It was obvious to Maggie he's never been this before, but what he didn't possess in skill he more than made up for with enthusiasm.

She closed her mouth around his tongue and sucked on it, causing his dick to twitch with pleasure, while leaking pre-cum. She released her hold on his tongue and snaked her own tongue into the caverns of Carl's mouth, which his tongue brushing against hers over and over, them exchanging saliva continuously. Maggie knew her panties were completely soaked. She reluctantly broke the kiss and removed her jeans and soaked panties.

That was it. Neither had anything to hide from the other. Carl examined her body, at her shaved, fit legs and her hairless pussy that was clearly wet. Carl slowly wrapped his arms around her and felt her bare ass. He almost came right there. Her hips were so taut, so fit, so…_perfect_. He wanted her…so badly.

Maggie let him have his fun before planting a kiss on his lips and speaking for the first time in what seemed like forever. "You like my ass, don't you? I've caught you staring at it. You're so focused on it sometimes you don't even notice when I look over my shoulder." She chuckled. "You want it, don't you? My ass. You wanna fuck my ass."

Carl tried to speak, but his voice cracked again and he had to clear his throat. "Yes…" he said as he kissed in between her breasts.

Maggie nodded. "Thought so. Well, lucky for you, that's what I planned on doing. Lay down on the bed." She indicated the makeshift bed her and Glenn had precariously set up for situations like this. Although, Maggie doubted Glenn expected it wouldn't be reserved for just solely her and Glenn.

Carl went to lie down on the bed, and Maggie got a nice back view of him. _The kid has a nice ass. Maybe even better than Glenn's_, she thought to herself. Once he was laid down and comfortable, she walked over to him slowly, to savor the moment. The kid needed release, but she wanted to tease him.

She down next to him and swung her right leg over him, giving him the opportunity to rub her beautiful legs. She then proceeded to slip her tongue into his mouth. He returned the favor, and the two's tongues danced and fought for many minutes. It wasn't clean, either. It was aggressive, messy, and unprecedented. Maggie didn't mind though, and Carl certainly didn't either. She felt his hands move from her leg to her ass and he massaged it gently, with his fingers slipping in between her cheeks at times to lightly, ever so lightly, brush against her hole.

The sensation made her moan and she nibbled on his tongue gently, causing him to moan. She then mimicked what he was doing and slipped her hands onto his hips. He opened his mouth and emitted yet another moan and she felt his breath on her face. They were so close together. They'd be even closer in a minute, Maggie knew.

She finally broke their long kiss and got on her hands in knees in front of Carl, presenting her ass to him, with her hole exposed. Carl's eyes widened and he felt his dick leak some more pre-cum. He wet his lips, got up, and kneeled down, with his face a foot or so from her luxurious ass. She looked back at him and said, "You know what to do. Have your fun with it."

Carl just nodded, spread her cheeks with his hands, and buried his face in between them, with his tongue going over her hole, getting it soaked in his saliva. She moaned his name and took a deep breath. Carl took that as a good sign and started licking her hole more vigorously, even licking around it, getting her crack wet as he tasted her ass over and over again, the experience just sensational.

Maggie was leaking her juices like crazy now, and she knew she'd cum soon. "C-Carl I'm gonna…" she began, when Carl did something new. He plunged his tongue _into_ her hole, the unexpected intrusion causing her to clench her asshole around Carl's wet tongue. That was all it took.

"FUCK. Carl…I-" was all Maggie had time to say before her orgasm shook her body, making her clench her hole around Carl's tongue continuously, with the warmth of his tongue inside her throughout the entire thing, as she released her juices onto the floor.

_Wouldn't be the first time that's happened_, Maggie thought, smiling, once her orgasm had receded. She turned towards Carl and he removed his tongue from her hole. She gave him a kiss full of appreciation.

"That felt amazing," Maggie breathed, giving his bottom lip a nibble with her teeth. "Now it's your turn." She kissed him quickly again, spat on her hand, and, without warning, rubbed it on his dick, getting it soaked in her saliva. She then got down on all fours again.

"Fuck me, Carl. Fuck me right up my ass. Don't pull out. I wanna feel your seed in me. Don't stop. Just keep going until you're finished. I don't expect it'll take long," Maggie said.

Carl didn't need more permission than that. He lined his dick up with her hole, and pressed the head against it. After applying some pressure, it popped right in, and Maggie groaned out of pleasure. Carl took a few seconds to appreciate the tightness of her ass and somewhat forcefully jammed most of his dick in her with one thrust. Carl did a sharp intake of breath as he felt the pressure of her anal walls close around his dick, now almost buried to the hilt, with his pubes touching her cheeks.

He was courteous enough to wait for her to get accustomed to him. Even though she and Glenn have had anal sex before, it still took her a little bit to get used to a dick inside of her butt. After about thirty seconds or so, she gave Carl the okay and he grabbed onto the outsides of her legs to support himself and awkwardly thrust out, to the point where his dick out mostly out of her ass, but thrusting back into it. He had to take a break because he wouldn't have lasted much longer if he didn't. It was hard to force himself to stop, though.

After another minute or so, he began to thrust in and out of her, slowly at first, then with increasing speed. Maggie could feel and hear the slap of his balls on her cheeks as the force of his thrusting increased. She could feel his dick hitting her sweet spot, causing her to moan somewhat loudly as he mercilessly rammed into her, then out, in, out, in, out, with his rhythm being surprisingly constant. After a while, though, his thrusts started to get sloppy and she knew he was close.

Carl started to moan, his thrusting getting desperate, desperate for release, finally. With one last thrust, he pushed his dick as far into her ass as it would go and his dick erupted, spewing his cum deep into her. It had to be the most powerful orgasm he had ever had since he started masturbating.

At the same time, the warm feeling of his cum being unloaded into her caused Maggie to have her second orgasm, with her juices dripping onto the floor, making an even bigger puddle than the last one, which she made sure not to kneel in. After about four strong blasts of his cum, his dick was finished releasing its sweet juices into her. She clenched one last time, causing some of the cum to flow out around his dick and start dripping out of her ass.

"Collect it, Carl. I wanna taste it. Lick your cum out of me," Maggie ordered.

Carl did what he was instructed and lapped up his cum with his tongue, as it dripped out of her. He thought he had it all when Maggie said, "No, I can still more. Stay there." She then somewhat forced some of it out into his mouth, with his mouth full of his own sweet nectar.

Once he was assured the last of it had leaked out, she turned around and greedily stuck her tongue in his mouth, stealing cum from it, swallowing it as fast as she could, keeping some in her mouth to savor the taste.

_It's almost as sweet as Glenn's_, Maggie thought as she continued to take his cum from his own mouth and bring it to hers. To her, the taste was addicting. It was the same as Glenn's, but at the same time it wasn't. It was sweet and salty, but there was just something about Carl's cum that was different from the cum she's tasted before in her life. She finished collecting it from his mouth and smacked her lips, licking any drops that had escaped from her mouth. Carl's pupils were retracting, revealing the cerulean blue of his eyes she adored so much.

"You lasted longer than I thought you would. You did a good job," Maggie complimented him, causing him to smile in pride of himself, that he got a grown woman with plenty of sexual experience to commend him for his first time.

"It was amazing," Carl sighed, still breathing heavily from the experience. Maggie smiled at him and gave him one longer kiss, without tongue. When she released her lips, she heard the _smack_ of their lips parting. She could still taste remnants of cum on his lips.

"I think it's safe to say this isn't our final session. Now, get dressed," Maggie ordered, throwing him his shirt as she put on her pants.


End file.
